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In an interview with STV, published in Thursday, Johnston admitted a 39-months notice period contract he agreed with former Rangers chief executive Martin Bain in 2009 “may” have been in breach of the Companies Act.

The Companies Act 2006 states any contract of more than two years in duration must be approved by shareholders at a general meeting, and in the absence of such approval any such contract would be void and subject to normal termination notices.

Under the 2006 Companies Act the director's contract must also, for its duration or notice period, be available for inspection by shareholders.

The 2006 Act states: “Where a contract provides for a particularly long term there is the risk of a challenge by shareholders on the grounds that, in agreeing to the provision, the directors failed to put the company’s interests first and consequently were in breach of the code of directors’ duties.”

The Rangers Football Club Plc was also at the time governed by the UK Listing Rules as it was a publicly traded company.

The UK Listing Rules also state: “A listed company’s report to shareholders on directors’ remuneration must include details of any service contracts with a notice period of more than one year or with provisions for pre-determined compensation on termination that exceed one year’s salary and benefits, giving the reasons for such a notice period/pre-determined compensation.”

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The UK Corporate Governance Code, which is also part of UK company law, under D.1.5, states: “Notice or contract periods should be set at one year or less.

“Provision D.2.4 of the UK Corporate Governance Code also states: “Shareholders should be invited specifically to approve all new long-term incentive schemes (as defined in the Listing Rules 26) and significant changes to existing schemes, save in the circumstances permitted by the Listing Rules.”

During evidence in the Whyte trial, former Rangers director McGill said he first became aware of Bain's extended contract in “early 2011”.

Johnston said he told McGill about the contract and said McGill advised him to reference the contract in board meeting minutes so any director could request to see it.

However McGill told the Whyte trial the details of the contract were never put to The Rangers Football Club Plc shareholders and in his view the contract, given its terms exceeded two years, “would breach the Companies Act”.

McGill told the court: “Any contract awarded to a director which is more than two years in term would require the approval of the shareholders.

“That had never been sought.”

Donald Findlay QC, who was defending Craig Whyte, asked McGill if Johnston had the power to approve such a deal.

Johnston, who wasn't called as a witness in the Craig Whyte trial, told STV he had acted on the orders of the majority shareholder Sir David Murray, who held an 85 per cent stake in The Rangers Football Club Plc, who he claims told him to “do whatever you have to do” to keep Bain on board.

However Sir David rejected Johnston's version of events, which he put down to being part of Johnston's “return strategy” to the club.

A spokesperson from ICAS said they would not comment publicly on “matters involving individual members”, but added: “ICAS Members are expected to meet the standards set out in our Rules, Regulations, and Code of Ethics.

“Where ICAS becomes aware of a potential breach of these standards, we will undertake an investigation to allow us to determine whether the circumstances of the breach are sufficiently serious to warrant disciplinary action being taken against the Member.”

The spokesperson added: “We have been monitoring closely the recent criminal case involving Rangers but have no further comment to make at this stage.

“When cases are brought against members these are often considered in public.”

Johnston told STV he had been concerned the “letter of understanding” with Bain was “longer than it could have been enforcable”.

“But the bottom line was this was basically a surety that gave comfort to a guy that all other things being equal, he will make this amount of money”, Johnston said.

Adding: “Notwithstanding the fact I'd asked the majority of the directors about it, I still had made it clear to Martin Bain there was a possibility that letter of agreement would not be enforceable because it could be regarded as being unenforceable under the terms of the Companies Act.

“He was very aware of that.”

Johnston said his didn't want to disclose the details of Bain's contract to fellow directors Mike McGill and Donald Muir as they were “essentially working for Murray and the bank”.

Fellow director Donald McIntyre also wasn't told about the Bain deal, as Johnston said he “didn't want to put him in that position”, given Bain was effectively his boss.

Johnston claims he sought formal ratification of the deal with five of the nine Rangers directors - himself, Dave King, John McClelland, John Greig and fellow chartered accountant Paul Murray.

He said: “All the directors would testify I had discussions with them to that effect.

“They had an opportunity to deny that at the board meeting which I reported what I had done.”

Bain went on to win a ruling forcing Rangers to ringfence his compensation in an unfair dismissal claim at the Court of Session, based on the letter of understanding.

Johnston said the Judge had accepted the letter of understanding when ringfencing the compensation, adding while the language of the agreement was “not enforcable and legitimate” it had been accepted as such “from the perspective of what would apply under the terms of the Companies Act”.

In Johnston's view, all that is required was for the language in the letter of terms to be “replaced by language that is enforceable and legitimate”.

“That's exactly what happened and that is exactly how it was planned to happen”, he said.

The Institute of Chartered Accountants of Scotland acts as a regulator and educator of chartered accountants.

It is the world's oldest professional body, having received its Royal Charter in 1854, and currently has around 21,000 members globally.